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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 9
TO
SCHEDULE 13E-4
FINAL AMENDMENT
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
GLEASON CORPORATION
(Name of Issuer)
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
377339 10 6
(CUSIP Number of Class of Securities)
EDWARD J. PELTA, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
GLEASON CORPORATION
1000 UNIVERSITY AVENUE
P.O. BOX 22970
ROCHESTER, NEW YORK 14692
TELEPHONE: (716) 473-1000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
COPY TO: and to:
BLAINE V. FOGG, ESQ. DAVID L. FINKELMAN, ESQ.
Skadden, Arps, Slate, Meagher & Flom LLP Stroock & Stroock & Lavan LLP
919 Third Avenue 180 Maiden Lane
New York, New York 10022 New York, New York 10038
Telephone: (212) 735-3000 Telephone: (212) 806-5400
DECEMBER 15, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$193,509,856 $38,702
* Estimated for purposes of calculating the amount of the filing fee
only. The amount assumes the purchase of 8,413,472 shares of common
stock, par value $1.00 per share (the "Shares"), of Gleason
Corporation, a Delaware corporation (the "Company"), at a price of
$23.00 per Share in cash. As of November 30, 1999, there were
9,589,195 Shares issued and outstanding. Certain stockholders of the
Company, owning in the aggregate (1) 1,458,983 Shares and (2) 472,322
unexercised options to acquire Shares under various employee stock
option plans of the Company as of November 30, 1999, have agreed not
to tender their Shares (which in the aggregate total 1,931,305 Shares,
including Shares underlying options) pursuant to the Offer. Based on
the foregoing, the maximum number of Shares available to be tendered
pursuant to the Offer is 8,413,472 Shares, which is equal to the
number of Shares outstanding on a fully diluted basis as of November
30, 1999 less the aggregate number of Shares and options to acquire
Shares owned by the non-tendering stockholders. The amount of the
filing fee calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.
|_| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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Amount previously paid: $38,702 Filing party: Torque Acquisition Co., L.L.C.
Form or registration no.: Schedule 14D-1 Date filed: December 15, 1999
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INTRODUCTION
This Amendment No. 9 is the final Amendment to an Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") and amends and supplements
the Statement originally filed on December 15, 1999 by Gleason Corporation
(the "Company") relating to the joint third-party tender offer by Torque
Acquisition Co., L.L.C. ("Acquisition Company" and, together with the
Company, the "Purchasers"), a wholly owned subsidiary of Vestar Capital
Partners IV, L.P. ("Vestar"), and a self-tender offer by the Company to
purchase all of the outstanding shares of common stock, par value $1.00 per
share, of the Company (the "Common Stock"), together with the associated
preferred share purchase rights (the "Rights" and, together with the Common
Stock, the "Shares"), of the Company tendered pursuant to the Offer, at a
purchase price of $23.00 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated December 15, 1999, the supplement thereto,
dated February 4, 2000, and the related Letter of Transmittal. Capitalized
terms used but not defined herein shall have the meanings assigned to them
in the Schedule 14D-1.
The Company hereby amends and supplements the Schedule 13E-4 as
follows:
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.
Acquisition Company and the Company have accepted for purchase and
payment, pursuant to the Offer, all Shares which were validly tendered and
not withdrawn as of the expiration of the Offer at 12:00 midnight, New York
City time, on February 17, 2000. Based on information provided by
ChaseMellon Shareholder Services, L.L.C., the depositary for the Offer,
5,771,399 Shares (including 37,232 Shares tendered pursuant to notices of
guaranteed delivery), or approximately 71.5% of the public Shares available
to be tendered, were validly tendered pursuant to the Offer and not
withdrawn. The press release announcing the acceptance of Shares for
purchase and payment is attached hereto as Exhibit (g)(15).
Pursuant to Amendment No. 1 to the Agreement and Plan of Merger by
and among the Company, Acquisition Company and Merger Subsidiary,
Acquisition Company purchased 4,862,749 Shares through Merger Subsidiary,
its wholly-owned subsidiary, and the Company purchased 908,650 Shares.
The Offer will be followed by the Merger between the Company and
Merger Subsidiary. Pursuant to the Merger, the public stockholders of the
Company who did not tender their Shares in the Offer and who do not seek
appraisal of their Shares pursuant to the applicable provisions of Delaware
law will have their Shares converted into the right to receive the same
$23.00 per Share. A special meeting of the Company's shareholders to vote
upon the Merger is expected to be held in late March 2000. As a result of
the purchase of Shares in the Offer, and the agreements entered into by
certain members of management and the Gleason Foundation to vote their
Shares in favor of the Offer and the Merger, a favorable vote on the Merger
is assured.
In connection with the Offer, Acquisition Company and Merger
Subsidiary have entered into an Assignment and Assumption Agreement dated
February 17, 2000 (the "Assignment and Assumption Agreement"), pursuant to
which Acquisition Company assigned to Merger Subsidiary, and Merger
Subsidiary assumed, all of Acquisition Company's rights and obligations to
purchase all Shares Acquisition Company was obligated to purchase pursuant
to the Offer. Acquisition Company has made a capital contribution to Merger
Subsidiary in order to enable Merger Subsidiary to purchase the Shares
Acquisition Company had planned to purchase. A copy of the Assignment and
Assumption Agreement is attached hereto as Exhibit (c)(26).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
(c)(26) Assignment and Assumption Agreement, dated as of February 17,
2000, by and among Gleason Corporation, Torque Acquisition Co.,
L.L.C. and Torque Merger Sub, Inc., attached as Exhibit (c)(26) to
the Schedule 14D-1 and incorporated herein by reference.
(g)(15) Press Release, dated February 18, 2000, attached
as Exhibit (g)(15) to the Schedule 14D-1 and
incorporated herein by reference.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.
Dated: February 18, 2000 GLEASON CORPORATION
By: /s/ EDWARD J. PELTA
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Name: Edward J. Pelta
Title: Vice President, General Counsel
and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(c)(26) Assignment and Assumption Agreement, dated as of February 17, 2000,
by and among Gleason Corporation, Torque Acquisition Co., L.L.C. and
Torque Merger Sub, Inc., attached as Exhibit (c)(26) to the Schedule
14D-1 and incorporated herein by reference.
(g)(15) Press Release, dated February 18, 2000, attached as Exhibit
(g)(15) to the Schedule 14D-1 and incorporated herein by
reference.
